A group composed of eight NIH funded principal investigators requests funds to purchase a sensitive, high-resolution, multimode digital microscope system. All eight are tenured or tenure-track faculty at the UMASS Medical School. The entire group works on the same floor of a research building near the UMASS Medical School. There is a current and pressing need, associated with the NIH funded research of these laboratories, for video time lapse microscopy of living cells using a variety of imaging, analysis, and display modalities. There are no general use time lapse systems with suitable capabilities at the UMASS Medical Center. The proposed microscope system will be used for basic research in the fields of cancer cell biology, neurobiology, developmental biology, cell cycle regulation, control of gene expression, and cell motility. The proposed instrument system will allow these researchers to take their investigations in new directions, obtain novel information, and thus, significantly advance their programs in basic biomedical research.